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13D Filing: Radoff Bradley Louis and Omega Protein Corp (OME)

Published on August 28, 2017 at 12:40 pm by Insider Monkey Staff in Hedge Funds

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
BLR Partners 1,275,000 1,275,000 573 1,275,000 5.7%
BLRPart 1,275,000 1,275,000 1,275,000 5.7%
BLRGP Inc 1,275,000 1,275,000 1,275,000 5.7%
Fondren Management 1,275,000 1,275,000 1,275,000 5.7%
FMLP Inc 1,275,000 1,275,000 1,275,000 5.7%
The Radoff Family Foundation 20,000 20,000 20,000 Less%
Bradley L. Radoff 1,295,000 1,295,000 1,295,000 5.8%
Joshua E. Schechter 42,500 42,500 43,073 Less%

Page 1 of 20 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  )1

Omega Protein Corporation

(Name
of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

68210P107

(CUSIP Number)

GREG
LEMPEL

1177 West Loop South, Suite 1625

Houston, Texas 77027

713-482-2196

 

 

STEVE
WOLOSKY

OLSHAN
FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

August 18, 2017

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

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Page 2 of 20 – SEC Filing

1 NAME OF REPORTING PERSON
BLR Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,275,000
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,275,000
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,275,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14 TYPE OF REPORTING PERSON
PN
2

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Page 3 of 20 – SEC Filing

1 NAME OF REPORTING PERSON
BLRPart, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,275,000
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,275,000
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,275,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14 TYPE OF REPORTING PERSON
PN
3

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Page 4 of 20 – SEC Filing

1 NAME OF REPORTING PERSON
BLRGP Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,275,000
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,275,000
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,275,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14 TYPE OF REPORTING PERSON
CO
4

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Page 5 of 20 – SEC Filing

1 NAME OF REPORTING PERSON
Fondren Management, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,275,000
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,275,000
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,275,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14 TYPE OF REPORTING PERSON
PN
5

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Page 6 of 20 – SEC Filing

1 NAME OF REPORTING PERSON
FMLP Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,275,000
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,275,000
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,275,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14 TYPE OF REPORTING PERSON
CO
6

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Page 7 of 20 – SEC Filing

1 NAME OF REPORTING PERSON
The Radoff Family Foundation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 20,000
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
20,000
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
CO
7

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Page 8 of 20 – SEC Filing

1 NAME OF REPORTING PERSON
Bradley L. Radoff
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,295,000
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,295,000
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,295,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14 TYPE OF REPORTING PERSON
IN
8

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Page 9 of 20 – SEC Filing

1 NAME OF REPORTING PERSON
Joshua E. Schechter
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 42,500
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 573
PERSON WITH 9 SOLE DISPOSITIVE POWER
42,500
10 SHARED DISPOSITIVE POWER
573
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,073*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
IN

* Includes 573 Shares directly owned by Mr. Schechter’s
spouse that Mr. Schechter may be deemed to beneficially own.

9

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Page 10 of 20 – SEC Filing

The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1. Security and Issuer.

This statement relates
to the Common Stock, $0.01 par value per share (the “Shares”), of Omega Protein Corporation, a Nevada corporation (the
“Issuer”). The address of the principal executive offices of the Issuer is 2105 City West Blvd., Suite 500, Houston,
Texas 77042.

Item 2. Identity and Background.

(a)       This
statement is filed by:

(i) BLR Partners LP, a Texas limited partnership (“BLR Partners”);
(ii) BLRPart, LP, a Texas limited partnership (“BLRPart GP”), which serves as the general
partner of BLR Partners;
(iii) BLRGP Inc., a Texas S corporation (“BLRGP”), which serves as the general partner of
BLRPart GP;
(iv) Fondren Management, LP, a Texas limited partnership (“Fondren Management”), which serves
as the investment manager of BLR Partners;
(v) FMLP Inc., a Texas S corporation (“FMLP”), which serves as the general partner of Fondren
Management;
(vi) The Radoff Family Foundation, a Texas non-profit corporation (“Radoff Foundation”);
(vii) Bradley L. Radoff, who serves as the sole shareholder and sole director of each of BLRGP and FMLP
and a director of Radoff Foundation; and
(viii) Joshua E. Schechter.

Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.

(b)       The
address of the principal office of each of BLR Partners, BLRPart GP, BLRGP, Fondren Management, FMLP, Radoff Foundation and Mr.
Radoff is 1177 West Loop South, Suite 1625, Houston, Texas 77027. The address of the principal office of Mr. Schechter is 302 South
Mansfield Avenue, Los Angeles, California 90036. The officers and directors of Radoff Foundation and their principal occupations
and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.

(c)       The
principal business of BLR Partners is investing in securities. The principal business of BLRPart GP is serving as the general partner
of BLR Partners. The principal business of BLRGP is serving as the general partner of BLRPart GP. The principal business of Fondren
Management is serving as the investment manager of BLR Partners. The principal business of FMLP is serving as the general partner
of Fondren Management. The principal business of Radoff Foundation is serving charitable purposes. The principal occupation of
Mr. Radoff is serving as the sole shareholder and sole director of each of BLRGP and FMLP and a director of Radoff Foundation.
The principal occupation of Mr. Schechter is a private investor.

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Page 11 of 20 – SEC Filing

(d)       No
Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).

(e)       No
Reporting Person, nor any person listed on Schedule A, annexed hereto, has during the last five years, been party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.

(f)       Messrs.
Radoff and Schechter are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set forth
therein.

Item 3. Source and Amount of Funds or Other Consideration.

The Shares purchased
by BLR Partners and Radoff Foundation were purchased with working capital (which may, at any given time, include margin loans made
by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase
price of the 1,275,000 Shares owned directly by BLR Partners is approximately $20,685,257, including brokerage commissions. The
aggregate purchase price of the 20,000 Shares owned directly by Radoff Foundation is approximately $317,599, including brokerage
commissions.

The Shares beneficially
owned by Mr. Schechter were purchased with personal funds (which may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of
the 43,073 Shares beneficially owned by Mr. Schechter, including the 573 Shares directly owned by his spouse, is approximately
$709,835, including brokerage commissions.

Item 4. Purpose of Transaction.

The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of
Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may
deem advisable.

The Reporting Persons
have engaged and intend to continue to engage in discussions with the Issuer’s management and board of directors (the “Board”)
regarding means to maximize shareholder value through a sale of the Issuer, improved capital allocation and enhanced corporate
governance. The Reporting Persons have engaged Antarctica Advisors LLC to assist the Reporting Persons evaluate their investment
in the Issuer.

11

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Page 12 of 20 – SEC Filing

No Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without
limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with stockholders
of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning
changes to the capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer,
purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction
with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer.

The aggregate percentage
of Shares reported owned by each person named herein is based upon 22,464,351 Shares outstanding as of July 27, 2017, which is
the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities
and Exchange Commission on August 2, 2017.

A. BLR Partners
(a) As of the close of business on August 25, 2017, BLR Partners beneficially owned 1,275,000 Shares.

Percentage: Approximately
5.7%

(b) 1. Sole power to vote or direct vote: 1,275,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,275,000
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by BLR Partners during the past 60 days are set forth in Schedule
B and are incorporated herein by reference.
B. BLRPart GP
(a) BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 1,275,000
Shares owned by BLR Partners.

Percentage: Approximately
5.7%

(b) 1. Sole power to vote or direct vote: 1,275,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,275,000
4. Shared power to dispose or direct the disposition: 0
(c) BLRPart GP has not entered into any transactions in the Shares during the past 60 days. The transactions
in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
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Page 13 of 20 – SEC Filing

C. BLRGP
(a) BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 1,275,000
Shares owned by BLR Partners.

Percentage: Approximately
5.7%

(b) 1. Sole power to vote or direct vote: 1,275,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,275,000
4. Shared power to dispose or direct the disposition: 0
(c) BLRGP has not entered into any transactions in the Shares during the past 60 days. The transactions
in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
D. Fondren Management
(a) Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner
of the 1,275,000 Shares owned by BLR Partners.

Percentage: Approximately
5.7%

(b) 1. Sole power to vote or direct vote: 1,275,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,275,000
4. Shared power to dispose or direct the disposition: 0
(c) Fondren Management has not entered into any transactions in the Shares during the past 60 days.
The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule B and are incorporated
herein by reference.
E. FMLP
(a) FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 1,275,000
Shares owned by BLR Partners.

Percentage: Approximately
5.7%

(b) 1. Sole power to vote or direct vote: 1,275,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,275,000
4. Shared power to dispose or direct the disposition: 0
(c) FMLP has not entered into any transactions in the Shares during the past 60 days. The transactions
in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
13

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Page 14 of 20 – SEC Filing

F. Radoff Foundation
(a) As of the close of business on August 25, 2017, Radoff Foundation beneficially owned 20,000 Shares.

Percentage: Less than
1%

(b) 1. Sole power to vote or direct vote: 20,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 20,000
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Radoff Foundation during the past 60 days are set forth in Schedule
B and are incorporated herein by reference.
G. Mr. Radoff
(a) Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP and a director
of Radoff Foundation, may be deemed the beneficial owner of the (i) 1,275,000 Shares owned by BLR Partners and (ii) 20,000 Shares
owned by Radoff Foundation.

Percentage: Approximately
5.8%

(b) 1. Sole power to vote or direct vote: 1,295,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,295,000
4. Shared power to dispose or direct the disposition: 0
(c) Mr. Radoff has not entered into any transactions in the Shares during the past 60 days. The transactions
in the Shares on behalf of BLR Partners and Radoff Foundation during the past 60 days are set forth in Schedule B and are incorporated
herein by reference.
H. Mr. Schechter:
(a) As of the close of business on August 25, 2017, Mr. Schechter beneficially owned 43,073 Shares,
including 573 Shares directly owned by his spouse.

Percentage: Less than
1%

(b) 1. Sole power to vote or direct vote: 42,500
2. Shared power to vote or direct vote: 573
3. Sole power to dispose or direct the disposition: 42,500
4. Shared power to dispose or direct the disposition: 573
(c) The transactions in the Shares by Mr. Schechter during the past 60 days are set forth in Schedule
B and are incorporated herein by reference.
14

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Page 15 of 20 – SEC Filing

The Reporting Persons,
as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may
be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial
ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power
to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On August 28, 2017,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable
law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.
99.1 Joint Filing Agreement, dated August 28, 2017.
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Page 16 of 20 – SEC Filing

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated: August 28, 2017

BLR Partners LP
By: BLRPart, LP
General Partner
By: BLRGP Inc.
General Partner
By: /s/ Bradley L. Radoff
Name: Bradley L. Radoff
Title: Sole Director
BLRPart, LP
By: BLRGP Inc.
General Partner
By: /s/ Bradley L. Radoff
Name: Bradley L. Radoff
Title: Sole Director
BLRGP Inc.
By: /s/ Bradley L. Radoff
Name: Bradley L. Radoff
Title: Sole Director
Fondren Management, LP
By: FMLP Inc.
General Partner
By: /s/ Bradley L. Radoff
Name: Bradley L. Radoff
Title: Sole Director
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Page 17 of 20 – SEC Filing

FMLP Inc.
By: /s/ Bradley L. Radoff
Name: Bradley L. Radoff
Title: Sole Director
The Radoff Family Foundation
By: /s/ Bradley L. Radoff
Name: Bradley L. Radoff
Title: Director
/s/ Bradley L. Radoff
Bradley L. Radoff
/s/ Joshua E. Schechter
Joshua E. Schechter
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Page 18 of 20 – SEC Filing

SCHEDULE A

Directors and Officers of The Radoff
Family Foundation

Name and Position Principal Occupation Principal Business Address Citizenship

Bradley L. Radoff

Director*

Rose Radoff

Director and Secretary

 Director and Secretary

1177 West Loop South

Suite 1625

Houston, Texas 77027

 United States

Russell Radoff

Director

 Medical Doctor

1177 West Loop South

Suite 1625

Houston, Texas 77027

 United States

*Mr.
Radoff is a Reporting Person and, as such, the information with respect to Mr. Radoff called for by Item 2 of Schedule 13D is
set forth therein.

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Page 19 of 20 – SEC Filing

SCHEDULE B

Transactions in the Shares During the Past
Sixty Days

 

Nature of Transaction

Securities

Purchased/(Sold)

Price per Share ($)

Date of

Purchase / Sale

 

BLR
Partners LP

Sale of Common Stock (5,000) 17.2175 06/21/2017
Purchase of Common Stock 24,700 16.8796 06/22/2017
Sale of Common Stock (10,000) 17.3544 07/06/2017
Sale of Common Stock (38,355) 17.3988 07/07/2017
Purchase of Common Stock 36,275 16.1332 07/10/2017
Sale of Common Stock (200) 16.8750 07/10/2017
Purchase of Common Stock 3,000 16.3808 07/11/2017
Sale of Common Stock (9,200) 16.1983 07/20/2017
Sale of Common Stock (69,920) 16.2442 07/20/2017
Sale of Common Stock (7,000) 16.1024 07/21/2017
Sale of Common Stock (10,000) 15.9615 07/27/2017
Purchase of Common Stock 10,600 15.9186 07/28/2017
Purchase of Common Stock 13,979 16.0153 07/31/2017
Purchase of Common Stock 13,321 16.1116 08/01/2017
Purchase of Common Stock 17,400 16.0809 08/02/2017
Purchase of Common Stock 19,600 16.4966 08/03/2017
Purchase of Common Stock 68,000 16.6362 08/03/2017
Purchase of Common Stock 55,000 16.5965 08/04/2017
Purchase of Common Stock 15,400 16.6129 08/04/2017
Purchase of Common Stock 8,000 16.3524 08/07/2017
Purchase of Common Stock 65,000 16.2234 08/07/2017
Purchase of Common Stock 16,000 16.4436 08/08/2017
Purchase of Common Stock 35,000 16.3942 08/08/2017
Purchase of Common Stock 20,000 16.3729 08/09/2017
Purchase of Common Stock 69,000 15.8092 08/10/2017
Purchase of Common Stock 60,453 15.8371 08/10/2017
Purchase of Common Stock 65,578 15.8115 08/11/2017
Purchase of Common Stock 20,000 15.5072 08/11/2017
Purchase of Common Stock 90,000 16.0000 08/14/2017
Purchase of Common Stock 43,969 16.1326 08/14/2017
Purchase of Common Stock 42,000 15.7500 08/15/2017
Purchase of Common Stock 39,500 15.9049 08/15/2017
Purchase of Common Stock 8,500 16.3498 08/16/2017
Purchase of Common Stock 91,000 15.7586 08/17/2017
Purchase of Common Stock 65,000 15.6597 08/18/2017
Purchase of Common Stock 34,000 15.7447 08/18/2017
Purchase of Common Stock 35,000 15.3873 08/18/2017
Purchase of Common Stock 18,400 15.6505 08/21/2017
Purchase of Common Stock 10,000 15.8618 08/22/2017
Purchase of Common Stock 10,000 16.0198 08/23/2017
Purchase of Common Stock 30,000 16.0077 08/24/2017

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Page 20 of 20 – SEC Filing

the
RADOFF FAMILY FOUNDATION

Purchase of Common Stock 2,700 16.4463 07/13/2017
Purchase of Common Stock 2,000 16.4500 07/14/2017
Purchase of Common Stock 3,700 15.8446 07/26/2017
Purchase of Common Stock 11,600 15.6505 08/21/2017

 

Joshua
E. Schechter

Purchase of Common Stock 1,000 17.0200 06/22/2017
Purchase of Common Stock 1,500 15.9500 07/10/2017
Purchase of Common Stock 500 16.4300 07/10/2017
Purchase of Common Stock 1,000 16.4400 07/10/2017
Purchase of Common Stock 1,500 16.1950 07/10/2017
Purchase of Common Stock* 573 15.9500 07/10/2017
Purchase of Common Stock 1,500 16.0400 07/24/2017
Sale of Common Stock (4,710) 15.8000 07/26/2017
Sale of Common Stock (1,290) 15.8100 07/26/2017
Purchase of Common Stock 1,500 15.9200 07/26/2017
Sale of Common Stock (1,500) 15.8750 07/26/2017
Purchase of Common Stock 1,700 15.8700 07/28/2017
Purchase of Common Stock 300 15.9000 07/28/2017
Purchase of Common Stock 100 16.3000 08/03/2017
Purchase of Common Stock 100 16.3000 08/03/2017
Purchase of Common Stock 1,000 17.0000 08/03/2017
Purchase of Common Stock 1,800 16.2800 08/07/2017
Purchase of Common Stock 1,500 15.7300 08/10/2017
Purchase of Common Stock 1,500 15.8500 08/10/2017
Purchase of Common Stock 3,000 15.7400 08/11/2017
Purchase of Common Stock 3,000 16.0400 08/14/2017
Purchase of Common Stock 2,656 16.0000 08/15/2017
Purchase of Common Stock 99 16.0000 08/15/2017
Purchase of Common Stock 300 16.0000 08/15/2017
Purchase of Common Stock 1,945 16.0000 08/15/2017
Purchase of Common Stock 1,000 16.2000 08/15/2017
Purchase of Common Stock 400 15.6500 08/17/2017
Purchase of Common Stock 2,100 15.6300 08/17/2017
Purchase of Common Stock 2,000 15.6300 08/17/2017
Purchase of Common Stock 2,000 15.6700 08/17/2017
Purchase of Common Stock 2,000 15.8400 08/17/2017
Purchase of Common Stock 2,000 15.8027 08/17/2017
Purchase of Common Stock 2,000 15.1500 08/18/2017

* Represents
a transaction by Mr. Schechter’s spouse.

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